Dear Sirs,

Boeing B[ ] Aircraft with Manufacturer's Serial Number \_\_\_\_\_\_ (the "Aircraft")

 We refer to the Aircraft Lease Agreement dated as of \_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2004
between Wells Fargo Bank Northwest, N.A., not in its individual capacity, but
solely as trustee under the Trust Agreement ("Lessor") and Compania Panamena de
Aviacion, S.A. ("COPA") relating to the Aircraft (the "Lease Agreement").

 For good and valuable consideration receipt of which is hereby
acknowledged, we confirm to you that we will not disturb the quiet use,
possession and enjoyment of the Aircraft by COPA throughout the term of the
Lease Agreement in accordance with the terms of the Lease Agreement, so long as
no Event of Default then exists under the Lease Agreement.

Yours sincerely,

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[Financing Parties]

 148


 PART 5

 ADDITIONAL PARAGRAPHS FOR FORM OF LETTER OF QUIET ENJOYMENT